Company dissolution or striking off

Receipt of a request to strike off by the directors of the company – this is known as voluntary strike off

Failure to comply with Companies House regulations – this is known as compulsory strike off

Both types of strikes offs are noted on the Companies House website as Intent to strike off (ITSO)and will show a status of Active – Active proposal to strike off. You can only object to this status, you cannot make objections if the company is in Insolvency.

Once a company is under ITSO it means that a ‘First Gazette’ notice has been published.

The Gazette is the official newspaper record in the United Kingdom. There are three Gazettes:

the London Gazette - for companies incorporated in England and Wales

the Edinburgh Gazette - for companies incorporated in Scotland

the Belfast Gazette - for companies incorporated in Northern Ireland

When the registrar publishes a notice to strike off or restore a company, the notice will appear in the Gazette for the part of the United Kingdom in which the company was formed. The gazettes are published weekly and further information can be found on the Gazette website.

We have 60 calendar days from the date of the first Gazette being published to make our objection.

If we don’t make an objection or fail to renew one Companies House will begin the dissolution process on the first Tuesday following this date. On this date they will send a ‘Final Gazette’ notice for publication to the appropriate office. This notice will be published the following Tuesday. Companies House will at the same time update their website and you will therefore see future dates of the dissolution on their website. Once this appears you cannot stop the dissolution process.

If an objection is made, Companies House delay the striking off for a further six months (190 days) to allow creditors time to pursue the collection of debts. At the end of this period, Companies House do not issue any reminders before striking the company off. It is therefore HMRC’s responsibility to review and renew any objections against companies we still have an interest in.

Once a company has been removed from the Register, it ceases to exist and creditors can no longer pursue debts or resolve any issues they may have had with the company.

A director of a company may send you a copy of the Companies House form DS01, which is the application for striking off. As we have a process in place for dealing with potential strike offs, you can destroy the form without taking any action.

Guidance for Caseworkers

Caseworkers requiring an objection to be lodged on their behalf to the removal of a company from the Register should contact the Single Point of Contact (SPoC ) for the COTAX OUID within which the case falls. This can be established by using COTAX function VTPR and selecting the option ‘View Office Details’. Caseworkers should also enter a note on COTAX recording their interest in the case using function NOTE. This is especially important if the case is not under formal enquiry. This ensures that if the case is reviewed at a later date it is clear why the objection was initially lodged and who should be contacted with any questions.

Caseworkers should make use of the free monitoring service available through the Companies House website to ensure they are alerted to any change in the Companies House record. The service is confidential. The alert lasts for a period of 12 months, after which time a new alert can be set up if appropriate. Alerts can also be set up through the Fame website. Case owners registering for alerts through Companies House or Fame are notified when a company has applied to be struck off the Register of Companies and can contact the appropriate SPoC to request that an objection is lodged. If the case has not already been identified by RIS as requiring review the SPoC will arrange for the case to be set up on the relevant HMRC system (BISTO) so that an objection can be lodged. If no objection is lodged within two months the company will be struck off the Register and dissolved.

Objecting to a company’s striking off at Companies House only serves to suspend action to remove the company from the Register for a maximum of six months. If the objection is not renewed before this point action to remove the company from the register will resume. All cases where an objection to striking off has been lodged will be referred back to SPoCs four months later for review and renewal or withdrawal of the objection as appropriate. Caseworkers should not contact Companies House directly.

Overview of the process

An application called BISTO has been designed to store, manage and make objections or withdrawals for all companies that are under ITSO at Companies House. The majority of cases are identified by a RIS profile we refer to as the ‘RIS feed’. Other cases are identified by the Companies House alerts system, mainly for directorates outside BT Operations. A list of SPoCs who have access to the BISTO system to work the Intent to Strike Off cases is available here.

The BISTO application does the following.

Automatically populates the application on a monthly basis with all new cases from the RIS feed and makes an objection on the day of the import into the system.

Allows new cases to be added to the application which may have been missed by the RIS Feed.

Automatically objects to all new cases picked up by the RIS feed.

Produces a daily list of cases where an objection needs to be made to Companies House.

Produces a daily list of cases where an objection needs to be withdrawn for Companies House.

Automatically picks up all cases for review, two months before the objection expires.

Makes a note of how many objections have been made by HMRC.

Stores automatic and manually added notes about each case.

Provides a search facility to find existing cases.

Provides a variety of reports on the number of cases under ITSO and the actions taken.

Allows cases to be referred to a higher grade for further instructions.

Presents information about the case when populated by the RIS feed.

Stops duplicate cases being actioned.

Using the BISTO application to view cases

On the first screen use the magnifying glass (find) button to go the next screen where you can access different work queues. The application automatically defaults to ‘WorkQ’ and ‘New’.

To access a case in the work queue, use the magnifying glass button on the right. Your first case is then displayed. Where information is available from the RIS feed, it pre-populates the screen.

Case Origin – displays RIS where the case has been created from the RIS feed.

Case Type – Displays New when you are in the new cases queue or Renewal for cases in the renewals queue.

Company Name – the latest name that is recorded at Companies House. Note it may be slightly different from that recorded on COTAX.

Companies Registration Number (CRN) – the CRN recorded at Companies House.

MUID – the owning office number of the case, and for CT Services is 262300.

Intent to Strike Off Date – the date recorded on COTAX.

Last Date For Objection – the date the objection expires when a renewal needs to be made.

Date of Incorporation – the date the company incorporated at Companies House.

Trading Commencement Date – the date the company started to trade, if the date is recorded in COTAX.

Companies House Status – the status recorded at Companies House.

Where a PAYE or VRN reference number or numbers have been found these will also be displayed in this screen. If they are blank, a match was not made with any other head of duty records.

Triggers

To find out which triggers have been found during the RIS profiling, use the ‘Triggers’ heading on the left of the screen. This will display a screen where one or more triggers are displayed.

Action History

To action a case, use the ‘Action History’ heading on the left of the screen. On the screen you will see that a note has been automatically made to say that a new case has been created and a further one to say that you opened it. The note includes your name and PID and these are stored in the BISTO application.

You can find further information about the case on the right of this screen. This information has been picked up during the RIS feed and indicates the risks that have been identified. Check these and confirm them by following your SWI and appropriate guidance for each trigger.

The letter and RLS options are currently greyed out and are not available. They will be in the future and when they are, we will provide guidance on how to use them.

Using the BISTO application to object / withdraw an objection / take no further action

Information

Each time you open a new case the request type is automatically set to ‘Objection’. This is because for all new cases an objection to the ITSO has automatically been made on the day that the RIS feed was imported into BISTO.

The date on which this was made is displayed in the ‘Request Type Date’ field along with the name of who it was made by in the ‘Request Type Updated By’ field. This is the person who imported the data from the RIS feed.

The case status is set to ‘Pending’ waiting for you to review and action the case.

Note: It is extremely important that you only issue a withdrawal if the case is still under ITSO at Companies House. You must therefore always check the status at Companies House before you review the case. If the company is no longer under ITSO you should always choose the ‘No ITSO Action’ to close the case.

Continuing with the objection

Change the case status to ‘reviewed’. This will automatically update the Case Status Date with today’s date.

Create a note by either clicking on the save button, which will automatically create a note for you
or right clicking within the note area, selecting ‘New’ and creating your own note.

Close the case by using the X at the top right corner of the screen. This will take you back to the search screen where you can find your next case using the magnifying glass button again.

Withdrawing the objection

Change the request type to ‘Withdraw’. This automatically enters a Request Type Date of today’s date and changes the Case Status to ‘Closed’. Remember you should only issue a withdrawal if the company is still under ITSO at Companies House.

Create a note by either clicking on the save button, which will automatically create a note for you
or right clicking within the note area, selecting ‘New’ and creating your own note.

Close the case by using the X at the top right corner of the screen. This will take you back to the search screen where you can find your next case using the magnifying glass button again.

No ITSO action (case no longer under ITSO at Companies House)

Where the case is no longer under Intent to Strike Off at Companies House, you need to close the case in the application to stop further action being taken.

Change the request type to ‘No ITSO Action’. This automatically enters a Request Type Date of today’s date and also changes the Case Status to ‘Closed’.

Create a note by either clicking on the save button, which automatically creates a note for you
or right clicking within the note area, selecting ‘New’ and creating your own note.

Close the case by using the X at the top right corner of the screen. This will take you back to the search screen where you can find your next case using the magnifying glass button again.

Accessing renewal cases

Important note: The BISTO application does not automatically renew the objection to the strike off. You need to review the case and decide if HMRC still has an interest and where it has, use BISTO to renew the objection.

To access the renewal queue from the first screen use the magnifying glass (find) button. This takes you to the next screen where you can access the different work queues. It automatically defaults to ‘WorkQ’ and ‘New’ so change this to ‘Renewal’.

To access a case in the work queue, use the magnifying glass button, which presents you with your first renewal case. This screen is very similar to a new case, but now shows Case Type as ‘Renewal’.

The information displayed on this screen and also the ‘Triggers’ will have been updated with any new information picked up by the RIS feed.

To action the case go to the Action History screen where you will see that the Request Type is blank and the Case Status is ‘Pending’. You can also see the number of times an objection has been made. This is updated each time the case goes through the renewal process.

For renewals, a new objection to the strike off has not been made automatically. You need to review the case and decide if we still need to make an objection.

Decide which of the following is required.

A further objection should be made. Select ‘Objection’ from the drop down box and update the Case Status to Reviewed. The case will be added to the daily objection list to be sent to Companies House.

The original objection can be withdrawn. Select ‘Withdraw’ and the case will be added to the daily withdrawal list to be sent to Companies House. The case status will automatically be set to Closed.

No further ITSO action is required. Select ‘No ITSO action’ and the case will be closed in the BISTO application. The case status will automatically be set to Closed.

Note: It is extremely important that you only object or issue a withdrawal if the case is still under ITSO at Companies House. You must therefore always check the status at Companies House before you review the case. If the company is no longer under ITSO you should always choose the ‘No ITSO Action’ to close the case.

If you need to refer the case to either a Band O or HO use the Referral box to make a referral.

Remember in all cases you need to update the notes, either automatically by clicking on the save button or right clicking in the notes field and making a new note.

Accessing a closed case

Once a case is closed you can still view it, but you cannot update it. So if, for example you have closed a case in error and you need to re-open it, you need to create a new record. BISTO users can do this by following the guidance provided.

For these cases, if the company is still under Intent to Strike off and you need to continue with the objection, you need to create a new record.

Using the search facility

If you need to find a case, for example when a company contacts you and asks for the objection to be withdrawn, you can use the search facility to find the record.

From the first screen use the magnifying glass (find) button. Change the Search Type to ‘Case’ from the drop down menu. You can then search on the following criteria:

CRN

UTR

PAYE AO Reference

VRN

MUID

Case Owner.

Enter the details in the ‘Search Text’ field and use the magnifying glass button to get the result. To view the result double click on the entry. If the case is still under objection you can update the record.

Transferring a case

Transfer a case to another office, for example when you are asked by another directorate to move the case to them by following these steps.

Change the Case Owner to the new office from the drop down list.

If you change the Case Owner to Large Business, FIS or Mid-Size, select a secondary owner. Choose the specific office dealing with the case.

Add a note in the Action History screen by right clicking and selecting new in the notes area.

Save and close the record.

Rejections

Very rarely objections may be rejected by Companies House because the details sent to them do not match with their records. This is sometimes due to the timing of our monthly RIS feed and automatic objection to all new cases.

There are four reasons given by Companies House for Rejecting an Objection

COMPANY NOT IN DISSOLUTION.

NIRO REJECTED NO OBJECTION LOGGED.

COMPANY HAS BEEN DISSOLVED.

NAME AND NUMBER DO NOT MATCH.

There is separate guidance for dealing with rejections which will be emailed to the BISTO users responsible for cases for which a rejection has been received, together with a link to the workbooks containing their list of rejections.

The main list of rejections will be issued the week following the RIS feed into BISTO and objections to Companies House.

Further rejections will be received during the course of the month as renewal cases are worked by the SPOCs and objections and withdrawals issued to Companies House on a daily basis. These daily rejection lists are collated into weekly lists before being issued to the BISTO users to deal with.